Re: Side Letter Agreement - Target Click
EXHIBIT
10.5
April
20,
2006
000
Xxxxxxx Xxxxxx, 00xx
Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxxxx Xxxxx
Fax:
(000) 000-0000
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Re:
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Side
Letter Agreement - Target
Click
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Dear
Xx.
Xxxxx:
Reference
is made to that certain Asset Purchase Agreement (the “Purchase Agreement”),
dated as of April 20, 2006 (the “Effective Date”), made by and among Highbury
Financial Inc., a Delaware corporation, Aston Asset Management LLC, a Delaware
limited liability company (collectively, the “Purchaser”), ABN AMRO Asset
Management Holdings, Inc., a Delaware corporation (“AAAMHI”), ABN AMRO
Investment Fund Services, Inc., a Delaware corporation (“AAIFS”), ABN AMRO Asset
Management, Inc., an Illinois corporation (“AAAMI”), Montag & Xxxxxxxx,
Inc., a Georgia corporation (“Montag”), Tamro Capital Partners LLC, a Delaware
limited liability company (“TAMRO”), Veredus Asset Management LLC, a Kentucky
limited liability company (“Veredus”), and River Road Asset Management, LLC, a
Delaware limited liability company (“River Road” and together with AAAMHI,
AAIFS, AAAMI, Montag, TAMRO and Veredus individually referred to as a “Seller”
and collectively as “Sellers”). Capitalized terms used but not otherwise defined
herein shall have the meaning ascribed to such term in the Purchase Agreement.
As
a
condition to AAAMHI entering into the Purchaser Agreement, AAAMHI and Purchaser
hereby agree as follows:
1. AAAMHI
and its Affiliates intend to bring to market in the United States a family
of
funds which offer a target-date style balanced portfolio with the additional
benefit that at the fund’s maturity date, the investor will receive the highest
NAV ever achieved during the life of the fund (the “HiPoint Funds”). Similar to
other target date funds, the allocation to fixed income and equities is
gradually adjusted during the life of the fund, reflecting that investors take
on more risk with longer investment horizons. ABN AMRO Asset Management
currently intends to bring this capability to the market under the HiPoint
Funds
name.
2. AAAMHI
agrees to negotiate, in good faith, with the Purchaser during the period prior
to the Closing to reach a mutually satisfactory agreement under which the
HiPoint Funds would become Target Funds under the Purchase Agreement, including
those terms set forth in the term sheet attached hereto as Exhibit
A.
The
parties hereto agree that the terms set forth on Exhibit
A
of this
letter agreement do not represent a legally binding contact between us with
respect to the proposed transaction, but instead is merely a statement of our
mutual intent to work toward such transaction along the lines described in
Exhibit
A.
Any
binding legal obligation with respect to this Section 2 between the parties
shall be only as set forth in duly negotiated and executed closing documents
which shall be in form and content satisfactory to the parties
hereto.
3. AAAMHI
agrees that from the Effective Date until the first to occur of (x) valid
termination of the Purchase Agreement pursuant to Section 8.3 thereof, or (y)
the Closing (the “Right of First Offer Period”) it will not assign, or otherwise
negotiate with respect to or enter into an agreement regarding, the right to
sponsor and/or act as investment adviser to the HiPoint Funds with any Person
other than Purchaser and its Affiliates.
4. Notwithstanding
the foregoing, in the event that AAAMHI and Purchaser are unable to mutually
agree during the Right of First Offer Period upon the terms by which Purchaser
will sponsor and advise the HiPoint Funds, then nothing in the Purchase
Agreement or any other document related thereto shall prohibit the ability
of
any of the Sellers or their Affiliates, after the Right of First Offer Period,
to market or sub-advise (but not advise, sponsor or use, or permit the use
of,
the Retained Names & Marks with respect to) any of the HiPoint Funds.
Except
to
the extent expressly provided in Section 2 above, this letter agreement shall
constitute the binding and enforceable obligation of Purchaser and AAAMHI and
is
not superseded or replaced by the terms of the Purchase Agreement or any other
agreement entered into in connection with the Purchase Agreement (including
the
Transition Services Agreement). The provisions in this letter agreement shall
be
effective upon the Effective Date.
If
the
foregoing accurately reflects the agreement, please execute one copy of this
letter agreement and return it to us, whereupon this letter agreement shall
become a binding agreement between the parties.
ABN
AMRO ASSET MANAGEMENT HOLDINGS, INC.
By:
/s/ Xxxxx X. Xxxxxxx
Name:
Xxxxx X. Xxxxxxx
Title:
President
Acknowledged
and Accepted:
ASTON
ASSET MANAGEMENT LLC
Its:
Managing Member
By:
/s/ Xxxxxxx X. Xxxxx
Name:
Xxxxxxx X. Xxxxx
Title:
President and Chief Executive Officer
By: /s/
Xxxxxxx X. Xxxxx
Name: Xxxxxxx
X. Xxxxx
Title: President
and Chief Executive Officer
Exhibit
A
Term
Sheet
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1.
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An
Affiliate of AAAMHI will be responsible for maintaining the guarantee
for
each HiPoint Fund to the extent such Affiliate is capable of making
such
guarantee.
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2.
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Purchaser
will be reimbursed by AAAMHI, or one of its Affiliates, for all out
of
pocket expenses actually incurred by Purchaser on account of sponsoring
and advising the HiPoint Funds which exceed earned revenue of the
Purchaser from the HighPoint Funds for the three year period commencing
on
the opening of the first HiPoint
Fund.
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3.
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The
net revenue split is 60%/40% in favor of AAAMHI and its Affiliates
to
reimburse AAAMHI and its Affiliates for the cost of the
guarantee.
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4.
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It
is the intent of the parties to have the funds available for investment
by
8/1/06.
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5.
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The
funds will be branded “Aston ABN AMRO HiPoint Funds.
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6.
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Seed
Capital of not less than $5 million will be provided by AAAMHI or
its
Affiliates, unless an equivalent amount has been raised from other
parties
prior to opening of the HiPoint
Funds.
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7.
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Commitment
to sub-advise until the fifth anniversary of the
Closing.
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